Bailey v Seneca Ltd, in the matter of Seneca Textiles Ltd [2020] FCA 242

Bailey v Seneca Ltd, in the matter of Seneca Textiles Ltd [2020] FCA 242

Seneca Textiles Ltd ARBN 066 900 703 is a Pt 5.7 body under the Corporations Act 2001 (Cth), has ceased to carry on business in Australia, is insolvent, and there is no prospect it will trade again. It is just and equitable for it to be wound up, and there is no discretionary reason to refuse the order. The liquidators and the company have standing to bring the application.

Parties
First Plaintiff: Liam Thomas Bailey and Christopher John Palmer as liquidators of Seneca Textiles Ltd NZBN 9429038614507 (in liquidation); Second Plaintiff: Seneca Textiles Ltd NZBN 9429038614507 (in liquidation); Third Plaintiff: Seneca Textiles Ltd ARBN 066 900 703; Second Defendant: Seneca Ltd NZBN 9429039086785; Third Defendant: Kerry John Cockburn; Fourth Defendant: Commissioner of Taxation
Jurisdiction
Australia
Judgment Date
20 February 2020
Procedural Posture
Corporations – Winding Up – Domestic Registration of a Foreign Company / Judgment After Hearing of Winding Up Application
Outcome
Winding up of Seneca Textiles Ltd ARBN 066 900 703 ordered; Messrs Palmer and Bailey appointed as liquidators; costs of application to be paid out of assets on indemnity basis; third defendant's application for costs dismissed.
Legal Topics
Winding Up of Foreign Companies, Domestic Registration of Foreign Companies, Part 5.7 Bodies, Liquidators' Standing, Just and Equitable Winding Up
Corporations Law Insolvency Winding Up of Foreign Companies Domestic Registration of Foreign Companies Part 5.7 Bodies Liquidators' Standing Just and Equitable Winding Up

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Parties

Liam Thomas Bailey and Christopher John Palmer as liquidators of Seneca Textiles Ltd NZBN 9429038614507 (in liquidation)

First Plaintiff

Seneca Textiles Ltd NZBN 9429038614507 (in liquidation)

Second Plaintiff

Seneca Textiles Ltd ARBN 066 900 703

Third Plaintiff

Seneca Ltd NZBN 9429039086785

Second Defendant

Kerry John Cockburn

Third Defendant

Commissioner of Taxation

Fourth Defendant

Procedural Posture

Corporations – Winding Up – Domestic Registration of a Foreign Company / Judgment After Hearing of Winding Up Application

Legal Issues

  1. 1 Whether Seneca Textiles Ltd ARBN 066 900 703 is a Pt 5.7 body eligible for winding up under s 583 of the Corporations Act 2001 (Cth)
  2. 2 Whether the company has ceased to carry on business in Australia
  3. 3 Whether the company is unable to pay its debts

Ratio Decidendi

Seneca Textiles Ltd ARBN 066 900 703 is a Pt 5.7 body under the Corporations Act 2001 (Cth), has ceased to carry on business in Australia, is insolvent, and there is no prospect it will trade again. It is just and equitable for it to be wound up, and there is no discretionary reason to refuse the order. The liquidators and the company have standing to bring the application.

Court Disposition

Winding up of Seneca Textiles Ltd ARBN 066 900 703 ordered; Messrs Palmer and Bailey appointed as liquidators; costs of application to be paid out of assets on indemnity basis; third defendant's application for costs dismissed.

Orders

  • Pursuant to s 583 of the Corporations Act 2001 (Cth) the third plaintiff, Seneca Textiles Limited ARBN 066 900 703 be wound up.
  • Christopher Palmer and Liam Bailey be appointed as joint liquidators of Seneca.